TO OPSWARE LICENSEAGREEMENT

EXHIBIT 10.1

CONFIDENTIAL TREATMENT REQUESTED

AMENDMENT NUMBER TWO

TO OPSWARE LICENSE AGREEMENT

This Amendment No. 2 (the “Amendment No. 2”) to the Opsware License Agreement between Loudcloud, Inc., a Delaware corporation, with its principal place of business located at 599 N. Mathilda, Sunnyvale, California 94085 (now known as Opsware Inc., hereinafter “Opsware”) and Electronic Data Systems Corporation, a Delaware corporation, with its principal place of business at 5400 Legacy Drive, Mailstop H3-5F-22, Plano, Texas 75024 (“Licensee”) dated June 14, 2002, as amended by Amendment No.1 (the “Agreement”), is effective as of August 15, 2004.

In consideration of the mutual covenants and conditions contained in this Agreement, the parties hereby agree to amend the Agreement as follows:

a. The Term of this Amendment No. 2 shall be coterminous with the Term of the Agreement, as such Term is amended by this Amendment No. 2.

b. Term: The Initial Term of the Agreement will expire on August 14, 2004. The Second Term of the Agreement shall commence on expiration of the Initial Term and shall continue for a period of three (3) years and seven and one half (7.5) months, expiring on March 31, 2008.

c. Following expiration of the Second Term, the Agreement will automatically renew for five (5) consecutive one-year Renewal Terms, unless EDS gives notice to Opsware at least six (6) months prior to the expiration of the then-current term that it does not wish to renew the Agreement.

d. Sections 9.1(b) (First Renewal Term) and 9.1(c) (Second Renewal Term) of the Agreement are deleted.

License Fee of $2,000,000 U.S. per month, regardless of the number of Devices managed using the Technology. Commencing August 15, 2005 and continuing throughout the Second Term and throughout each of the Renewal Terms, in lieu of the minimum commitment provided in Section 4.1 and Appendix 3 of the Agreement, and in lieu of the pricing provided in Appendix 4 of the Agreement, Licensee agrees to pay Opsware, in equal monthly installments, the License Fee of $ $1,583,333.33 U.S. per month, regardless of the number of Devices managed using the Technology.

All payments shall be made in U.S. dollars. Monthly fees specified in Appendix 4 shall be due on the twentieth (20^th) day of each month, with the first such payments due on August 20, 2004 and September 20, 2004. Commencing with the payment due on October 20, 2004, Opsware shall invoice Licensee sixty (60) days prior to the due date. All other fees hereunder are payable net (60) from Opsware’s monthly invoice unless otherwise set forth. Any amount not paid when due will bear interest until paid at a rate of interest equal to the prime rate established from time to time by Citibank of New York, provided that Licensee shall be given notice of nonpayment and five (5) business days thereafter to pay before any interest begins to accrue. Disputed amounts will not bear interest until such time as the dispute is resolved. Licensee agrees to pay all sales, use, value-added, withholding, excise and any other similar taxes or government charges, exclusive of Opsware’s income taxes. Opsware may terminate this Agreement if Licensee has not paid any fees due within fifteen days after written notice of such non-payment.

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IN WITNESS WHEREOF, Opsware and Licensee have caused this Amendment No. 2 to be signed and delivered by their duly authorized representatives, all as of the Amendment No. 2 effective date.

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ATTACHMENT A

Hardware and Software to be Delivered by Opsware

The required hardware for ^**** and ^**** as specified in the following tables, together with the appropriate ^**** as determined by Opsware, together with ^**** of manufacturer’s maintenance (but not including technology refresh):

[See attached Spreadsheets]

Target Locations

Existing Locations

Satellite

Hardware Summary

Kernel: 1 server

Hardware Summary

Kernel: 2 server

Hardware Summary

Kernel: 3 server

Hardware Summary *

Kernel: 4 server

Hardware Summary